NTGN / Neon Therapeutics, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

- 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38551 BIONTECH US INC. (Exact name of registrant as specified in

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 6, 2020 Registration No.

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 6, 2020 Registration No.

- POS AM

POS AM As filed with the Securities and Exchange Commission on May 6, 2020 Registration No.

Amended and Restated Certificate of Incorporation of the Company

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIONTECH US INC. ARTICLE I NAME The name of the business corporation is BioNTech US Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the Corporation’s registered office in the State of Delaware is 8 The Green Suite B Dover, Delaware 19901, Kent County. The name of the Corporation’s registered

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 6, 2020 Registration No.

BioNTech Completes Acquisition of Neon Therapeutics

Exhibit 99.1 BioNTech Completes Acquisition of Neon Therapeutics May 6, 2020 MAINZ, Germany and CAMBRIDGE, Mass., May 06, 2020 (GLOBE NEWSWIRE) - BioNTech (Nasdaq: BNTX, “BioNTech” or “the Company”) announced today the closing of the Neon Therapeutics, Inc. (Nasdaq: NTGN, “Neon”) acquisition through an all-stock transaction. The merger agreement was first announced on 16 January 2020. The new subs

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 BIONTECH US INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2020 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer of i

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2020 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer o

Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2020 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer o

NTGN / Neon Therapeutics, Inc. 10-K/A - Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3855

NTGN / Neon Therapeutics, Inc. DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Joint Filing Agreement

EX-99.6 Exhibit 99.6 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or

NTGN / Neon Therapeutics, Inc. / Access Industries Holdings LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Neon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 64050Y 100 (CUSIP Number) Alejandro Moreno c/o Access Industries, Inc. 40 West 57th Street, 28th Floor New York, New York 10019 (212) 247-6400

BNTX / BioNTech SE 425 - Merger Prospectus - 425

March 31, 2020 Fourth Quarter and Full Year 2019 Corporate update and financial results March 31, 2020 Filed by BioNTech SE pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Neon Therapeutics, Inc.

BNTX / BioNTech SE 425 - Merger Prospectus - 425

Filed by BioNTech SE pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Neon Therapeutics, Inc.

BNTX / BioNTech SE 425 - Merger Prospectus - 425

Filed by BioNTech SE pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Neon Therapeutics, Inc.

Joint Filing Agreement

EX-99.5 Exhibit 99.5 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or

NTGN / Neon Therapeutics, Inc. / Access Industries Holdings LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 64050Y 100 (CUSIP Number) Alejandro Moreno c/o Access Industries, Inc. 40 West 57th Street, 28th Floor New York, New York 10019 (212) 247-6400

NTGN / Neon Therapeutics, Inc. / JFL Capital Management LP - 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Neon Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64050Y100 (CUSIP Number) 40 Erie Street, Suite 110, Cambridge, MA 02139 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Ma

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Neon Therapeutics, Inc. (the “Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. Description of Common Stock The following description of o

March 2, 2020

As filed with the Securities and Exchange Commission on March 2, 2020 Registration No.

NTGN / Neon Therapeutics, Inc. 10-K - Annual Report - 10-K

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Form of Neon Executive Retention Package Letter

Exhibit 10.14 EXECUTIVE RETENTION PACKAGE LETTER [Date] Dear : As you know, Neon Therapeutics, Inc. (“Neon”) is offering a retention package to executives who remain with the company after Neon’s recent restructuring. We consider your continued service and dedication to Neon essential to our mission to transform the treatment of cancer. To incent you to remain employed with Neon and to address any

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2020 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer of

NTGN / Neon Therapeutics, Inc. 425 - Merger Prospectus - 425

Filed by: Neon Therapeutics, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Neon Therapeutics, Inc. (Commission File No.: 001-38551) Neon Therapeutics Reports Fourth Quarter and Full Year 2019 Financial Results and Provides Business Update Cambridge, Massachusetts - March 2, 2020 - Neon

Neon Therapeutics Reports Fourth Quarter and Full Year 2019 Financial Results and Provides Business Update

Exhibit 99.1 Neon Therapeutics Reports Fourth Quarter and Full Year 2019 Financial Results and Provides Business Update Cambridge, Massachusetts - March 2, 2020 - Neon Therapeutics, Inc. (Nasdaq: NTGN) today reported financial results for the fourth quarter and full-year ended December 31, 2019 and provided a business update. “Earlier this year, we were delighted to announce our entry into a defin

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Incorporation Neon Securities Corporation Massachusetts

NTGN / Neon Therapeutics, Inc. / Partner Fund Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Neon Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 64050Y100 (CUSIP Number) December 31, 2019 Date of Event Which Requir

NTGN / Neon Therapeutics, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* NEON THERAPEUTICS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 64050Y100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

NTGN / Neon Therapeutics, Inc. / BioNTech SE - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 NEON THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 64050Y 100 (CUSIP Number) Prof. Ugur Sahin, M.D. An der Goldgrube 12 D-55131 Mainz Germany Tel: +49 6131-9084-0 (Name, Address and Telepho

BNTX / BioNTech SE 425 - Merger Prospectus - 425

425 Filed by BioNTech SE pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Neon Therapeutics, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 15, 2020 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38551 46-3915846 (Commissio

BNTX / BioNTech SE 425 - Merger Prospectus - 425

425 Filed by BioNTech SE pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Neon Therapeutics, Inc.

NTGN / Neon Therapeutics, Inc. 425 - Merger Prospectus - FORM 8-K

425 1 tm203484-18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 15, 2020 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

NTGN / Neon Therapeutics, Inc. 425 - Merger Prospectus - 425

Filed by: Neon Therapeutics, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Neon Therapeutics, Inc. (Commission File No.: 001-38551) 1 Announcement Q&A January 16, 2020 © 2020 Neon Therapeutics, Inc. Forward-Looking Statements This communication contains “forward-looking statements” of B

Agreement and Plan of Merger, dated January 15, 2020, by and among Neon Therapeutics, Inc., BioNTech SE, and Endor Lights, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among: Neon Therapeutics, Inc., a Delaware corporation; BioNTech SE, a Societas Europaea organized and existing under the laws of Germany; and Endor Lights, Inc., a Delaware corporation Dated as of January 15, 2020 TABLE OF CONTENTS Page Article I MERGER TRANSACTION 2 Section 1.1 Merger of Merger Sub into the Company. 2 Section 1.2

BioNTech to acquire Neon to strengthen global leadership position in T cell therapies

Exhibit 99.2 BioNTech to acquire Neon to strengthen global leadership position in T cell therapies · Further expands BioNTech’s growing CAR-T and TCR therapy pipeline through addition of neoantigen specific cell therapies, including a T cell therapy targeting shared RAS oncogenes · Accelerates BioNTech’s global expansion by creating a U.S. hub for research and clinical development · Creates long-t

FORM OF VOTING AGREEMENT

Exhibit 99.1 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (“Agreement”), dated as of January 15, 2020, is made by and between BioNTech SE, a Societas Europaea organized and existing under the laws of Germany (“Parent”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agre

Agreement and Plan of Merger, dated January 15, 2020, by and among Neon Therapeutics, Inc., BioNTech SE, and Endor Lights, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among: Neon Therapeutics, Inc., a Delaware corporation; BioNTech SE, a Societas Europaea organized and existing under the laws of Germany; and Endor Lights, Inc., a Delaware corporation Dated as of January 15, 2020 TABLE OF CONTENTS Page Article I MERGER TRANSACTION 2 Section 1.1 Merger of Merger Sub into the Company. 2 Section 1.2

BNTX / BioNTech SE 425 - Merger Prospectus - 425

425 Filed by BioNTech SE pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Neon Therapeutics, Inc.

NTGN / Neon Therapeutics, Inc. 425 - Merger Prospectus - 425

Filed by: Neon Therapeutics, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Neon Therapeutics, Inc. (Commission File No.: 001-38551) 1 All Company Meeting January 16, 2020 © 2020 Neon Therapeutics, Inc. Forward-Looking Statements This communication contains “forward-looking statements” o

FORM OF VOTING AGREEMENT

Exhibit 99.1 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (“Agreement”), dated as of January 15, 2020, is made by and between BioNTech SE, a Societas Europaea organized and existing under the laws of Germany (“Parent”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agre

NTGN / Neon Therapeutics, Inc. 425 - Merger Prospectus - 425

Filed by: Neon Therapeutics, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Neon Therapeutics, Inc. (Commission File No.: 001-38551) 1 NASDAQ: NTGN © 2020 Neon Therapeutics, Inc. Equity Slides January 16, 2020 2 2 © 2020 Neon Therapeutics, Inc. Forward - Looking Statements This communica

BioNTech to acquire Neon to strengthen global leadership position in T cell therapies

Exhibit 99.2 BioNTech to acquire Neon to strengthen global leadership position in T cell therapies · Further expands BioNTech’s growing CAR-T and TCR therapy pipeline through addition of neoantigen specific cell therapies, including a T cell therapy targeting shared RAS oncogenes · Accelerates BioNTech’s global expansion by creating a U.S. hub for research and clinical development · Creates long-t

Neon Therapeutics Reports Announces New Strategic Focus on Novel T Cell Programs Lead program, NEO-PTC-01, is a personalized neoantigen adoptive T cell therapy candidate to address refractory solid tumors Corporate restructuring effected to focus res

Exhibit 99.1 Neon Therapeutics Reports Announces New Strategic Focus on Novel T Cell Programs Lead program, NEO-PTC-01, is a personalized neoantigen adoptive T cell therapy candidate to address refractory solid tumors Corporate restructuring effected to focus resources while exploring strategic options Cambridge, Mass. - November 20, 2019 - Neon Therapeutics, Inc. (Nasdaq: NTGN) today announced it

NASDAQ: NTGN Neoantigen-based Cell Therapies Corporate Presentation » November 2019 Forward-Looking Statements and Intellectual Property Forward-Looking Statements This presentation may contain forward-looking statements. Forward-looking statements a

neoninvestordeck11202019 NASDAQ: NTGN Neoantigen-based Cell Therapies Corporate Presentation » November 2019 Forward-Looking Statements and Intellectual Property Forward-Looking Statements This presentation may contain forward-looking statements.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

8-K 1 ntgn-20191120x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2019 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdict

NTGN / Neon Therapeutics, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2019 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employe

Neon Therapeutics Reports Third Quarter 2019 Financial Results and Recent Highlights Recent Progress Achieved Across RECON® Bioinformatics Platform and Lead Neoantigen-Targeted Immunotherapy Programs

Exhibit 99.1 Neon Therapeutics Reports Third Quarter 2019 Financial Results and Recent Highlights Recent Progress Achieved Across RECON® Bioinformatics Platform and Lead Neoantigen-Targeted Immunotherapy Programs Cambridge, Mass. - November 12, 2019 - Neon Therapeutics, Inc. (Nasdaq: NTGN), a clinical-stage immuno-oncology company developing neoantigen-based therapeutics, today reported financial

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2019 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer

Neon Therapeutics Announces Updated Data Presented at Society for Immunotherapy of Cancer (SITC) Annual Meeting Updated Results from NT-001 Trial of NEO-PV-01 Demonstrate Prolonged Progression-Free and Overall Survival vs. Historical Benchmark Data A

Exhibit 99.1 Neon Therapeutics Announces Updated Data Presented at Society for Immunotherapy of Cancer (SITC) Annual Meeting Updated Results from NT-001 Trial of NEO-PV-01 Demonstrate Prolonged Progression-Free and Overall Survival vs. Historical Benchmark Data Advanced Process Development Supports Clinical Trial Application to be Filed in Europe by End of Year for T cell Therapy Candidate NEO-PTC

Neon Therapeutics Reports Second Quarter 2019 Financial Results Planning to present more detailed data from NT-001 clinical trial evaluating NEO-PV-01 in advanced or metastatic melanoma, non-small cell lung and bladder cancers at an upcoming medical

Exhibit 99.1 Neon Therapeutics Reports Second Quarter 2019 Financial Results Planning to present more detailed data from NT-001 clinical trial evaluating NEO-PV-01 in advanced or metastatic melanoma, non-small cell lung and bladder cancers at an upcoming medical society meeting Announces U.S. Food & Drug Administration (FDA) clearance of Neon’s Investigational New Drug (IND) application for off-th

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ntgn-20190806x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2019 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction

NTGN / Neon Therapeutics, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38

Amended and Restated Non-Employee Director Compensation Policy

Exhibit 10.1 NEON THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this amended and restated Non-Employee Director Compensation Policy of Neon Therapeutics, Inc. (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of

Neon Therapeutics’ Personal Neoantigen Vaccine Study Demonstrates Prolonged Progression-Free Survival in Advanced or Metastatic Melanoma, Non-Small Cell Lung and Bladder Cancers NEO-PV-01, in combination with OPDIVO® (nivolumab), broadens the immune

Exhibit 99.1 Neon Therapeutics’ Personal Neoantigen Vaccine Study Demonstrates Prolonged Progression-Free Survival in Advanced or Metastatic Melanoma, Non-Small Cell Lung and Bladder Cancers NEO-PV-01, in combination with OPDIVO® (nivolumab), broadens the immune response to specific new cancer targets, leading to the first demonstration of improved clinical durability for a personal neoantigen-bas

Financial Statements and Exhibits, Other Events

8-K 1 ntgn-20190715x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2019 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction

NTGN / Neon Therapeutics, Inc. CORRESP - -

Neon Therapeutics, Inc. 40 Erie Street, Suite 110 Cambridge, Massachusetts 02139 July 3, 2019 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Neon Therapeutics, Inc.: Registration Statement on Form S-3 filed July 1, 2019 (File No. 333-232487) Ladies and Gentlemen: Pursuant to Rule 461 under the Se

Form S-3

As filed with the Securities and Exchange Commission on July 1, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 46-3915846 (State or other jurisdiction of incorporation or organization) (I.R.S. E

Form of Subordinated Indenture between the Registrant and one or more trustees to be named

Exhibit 4.4 NEON THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•] Subordinated Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate

Controlled Equity OfferingSM Sales Agreement dated July 1, 2019 by and between the Registrant and Cantor Fitzgerald & Co.

Exhibit 1.2 NEON THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement July 1, 2019 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Neon Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows: 1. Issuanc

Form of Senior Indenture between the Registrant and one or more trustees to be named

Exhibit 4.3 NEON THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•] Senior Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Sect

Submission of Matters to a Vote of Security Holders

8-K 1 ntgn-20190618x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2019 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction

Neon Therapeutics Reports First Quarter 2019 Financial Results and Provides Clinical Update Advancing a class-leading position in neoantigen-based therapies with ongoing progress across its multiple clinical-stage programs, pre-clinical pipeline and

Exhibit 99.1 Neon Therapeutics Reports First Quarter 2019 Financial Results and Provides Clinical Update Advancing a class-leading position in neoantigen-based therapies with ongoing progress across its multiple clinical-stage programs, pre-clinical pipeline and bioinformatics engine Expect to report in July top-line clinical results, including 12-month follow-up, from NT-001 trial of personal neo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2019 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer of

NTGN / Neon Therapeutics, Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3

NTGN / Neon Therapeutics, Inc. DEFA14A DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(

NTGN / Neon Therapeutics, Inc. DEF 14A DEF 14A

DEF 14A 1 ntgn2019proxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the C

March 11, 2019

As filed with the Securities and Exchange Commission on March 11, 2019 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2019 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer o

Neon Therapeutics Reports Fourth Quarter and Full Year 2018 Financial Results and Provides Business Update

Exhibit 99.1 Neon Therapeutics Reports Fourth Quarter and Full Year 2018 Financial Results and Provides Business Update Cambridge, Mass. — March 11, 2019 — Neon Therapeutics, Inc. (Nasdaq: NTGN), a clinical-stage immuno-oncology company developing neoantigen-based therapeutics, today reported financial results for the fourth quarter and full-year ended December 31, 2018 and provided a business upd

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Incorporation Neon Securities Corporation Massachusetts

Second Amendment to the License Agreement by and between the Broad Institute, Inc. and the Registrant, dated as of November 14, 2018

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”.

NTGN / Neon Therapeutics, Inc. 10-K (Annual Report)

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

First Amendment to the License Agreement by and between the Broad Institute, Inc. and the Registrant, dated as of January 16, 2018

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”.

NTGN / Neon Therapeutics, Inc. / Partner Fund Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tv511778sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Neon Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 64050Y100 (CUSIP Number) Decem

NTGN / Neon Therapeutics, Inc. / Third Rock Ventures III, L.P. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Neon Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 64050Y100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Joint Filing Agreement

EX-99.1 EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each

POWER OF ATTORNEY

EX-24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kevin Gillis his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or i

NTGN / Neon Therapeutics, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NEON THERAPEUTICS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 64050Y100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2019 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2018 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employe

Neon Therapeutics Reports Third Quarter 2018 Financial Results and Recent Business Highlights — Data presented at ESMO and SITC underscore continued clinical progress across platform and pipeline —

EX-99.1 2 a18-190633ex99d1.htm EX-99.1 Exhibit 99.1 Neon Therapeutics Reports Third Quarter 2018 Financial Results and Recent Business Highlights — Data presented at ESMO and SITC underscore continued clinical progress across platform and pipeline — Cambridge, Mass. — November 12, 2018 — Neon Therapeutics, Inc. (Nasdaq: NTGN), a clinical-stage immuno-oncology company developing neoantigen-based th

NTGN / Neon Therapeutics, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

NEON THERAPEUTICS Directing the Immune System SITC 33rd Annual Meeting November 9th 2018

Exhibit 99.1 NEON THERAPEUTICS Directing the Immune System SITC 33rd Annual Meeting November 9th 2018 Forward-Looking Statements and Intellectual Property Forward-Looking Statements This presentation may contain forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and a

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2018 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer

Neon Therapeutics Appoints Industry Veteran Robert Bazemore to its Board of Directors — Seasoned executive brings more than 20 years of biopharmaceutical industry experience —

EX-99.1 2 a18-396781ex99d1.htm EX-99.1 Exhibit 99.1 Neon Therapeutics Appoints Industry Veteran Robert Bazemore to its Board of Directors — Seasoned executive brings more than 20 years of biopharmaceutical industry experience — Cambridge, Mass. — November 7, 2018 — Neon Therapeutics, Inc. (Nasdaq: NTGN), a clinical-stage immuno-oncology company developing neoantigen-based therapeutics, today annou

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2018 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer

NEON THERAPEUTICS Directing the Immune System ESMO Congress Conference Call October 22, 2018 Confidential | © 2018 Neon Therapeutics 1

Exhibit 99.1 NEON THERAPEUTICS Directing the Immune System ESMO Congress Conference Call October 22, 2018 Confidential | © 2018 Neon Therapeutics 1 Forward-Looking Statements and Intellectual Property Forward-Looking Statements This presentation may contain forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are ba

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2018 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2018 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2018 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer o

Neon Therapeutics Reports Second Quarter 2018 Financial Results and Recent Business Highlights — Successfully completed initial public offering, raising $100 million in gross proceeds — — Significant progress across platform and portfolio of vaccine

Exhibit 99.1 Neon Therapeutics Reports Second Quarter 2018 Financial Results and Recent Business Highlights — Successfully completed initial public offering, raising $100 million in gross proceeds — — Significant progress across platform and portfolio of vaccine and T-cell programs — — Enrollment completed for NEO-PV-01 for NT-001 clinical trial; updated data to be presented at ESMO October 2018 —

NTGN / Neon Therapeutics, Inc. 10-Q (Quarterly Report)

10-Q 1 a18-15873110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

NTGN / Neon Therapeutics, Inc. / Partner Fund Management, L.P. - SC 13G Passive Investment

SC 13G 1 tv498162sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Neon Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 64050Y100 (CUSIP Number) June 27, 201

LIMITED POWER OF ATTORNEY

EX-99.4 Exhibit 99.4 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Lincoln Benet and Alejandro Moreno, and each of them individually, the undersigned’s true and lawful attorney-in-fact to: • execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of Neon Therapeutics (the “Company”), (i) Forms 3,

Joint Filing Agreement

EX-99.3 Exhibit 99.3 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Neon Therapeutics, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the u

NTGN / Neon Therapeutics, Inc. / Access Industries Holdings LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Neon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 64050Y 100 (CUSIP Number) Alejandro Moreno c/o Access Industries, Inc. 730 Fifth Avenue, 20th Floor New York, New York 10019 (212) 247-6400 with

Amended and Restated Bylaws of the Registrant

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF NEON THERAPEUTICS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may

Amended and Restated Certificate of Incorporation of the Registrant

EX-3.1 2 a18-162421ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEON THERAPEUTICS, INC. Neon Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Neon Therapeutics, Inc. The date of the filing of its original Certificate of Incorporati

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2018 NEON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38551 46-3915846 (State or other jurisdiction (Commission (I.R.S. Employer of

June 28, 2018

As filed with the Securities and Exchange Commission on June 28, 2018 Registration No.

6,250,000 Shares Neon Therapeutics, Inc. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed pursuant to Rule 424(b)(4) Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Neon Therapeutics, Inc. (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Neon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 46-3915846 (State of incorporation or organization) (I.R.S. Employer Identification No.) 40 Erie Street, Suit

NTGN / Neon Therapeutics, Inc. CORRESP

June 22, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

NTGN / Neon Therapeutics, Inc. CORRESP

VIA EDGAR June 22, 2018 United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.

Specimen Stock Certificate evidencing shares of common stock

Exhibit 4.2 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.001 COMMON STOCK Certificate Number ZQ00000000 Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * NEON THERAPEUTICS,

Form of Indemnification Agreement

Exhibit 10.6 NEON THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [ ] by and between Neon Therapeutics, Inc., a Delaware corporation (the ?Company?), and [Officer] (?Indemnitee?).(1) RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Comp

As filed with the Securities and Exchange Commission on June 15, 2018.

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on June 15, 2018.

Form of Underwriting Agreement

Exhibit 1.1 [·] Shares NEON THERAPEUTICS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT [·], 2018 1 [·], 2018 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 Ladies and Gentlemen: Neon Therap

2018 Senior Executive Cash Incentive Bonus Plan

Exhibit 10.3 NEON THERAPEUTICS, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Neon Therapeutics, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interest

2018 Employee Stock Purchase Plan

Exhibit 10.4 NEON THERAPEUTICS, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Neon Therapeutics, Inc. 2018 Employee Stock Purchase Plan (?the Plan?) is to provide eligible employees of Neon Therapeutics, Inc. (the ?Company?) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company?s common stock, par value $0.001 per share (the ?Com

Form of Employment Agreement with Executive Officers

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made by and between Neon Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Executive”), and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effe

Non-Employee Director Compensation Policy

Exhibit 10.5 NEON THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy of Neon Therapeutics, Inc. (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries. In furthe

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NEON THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 Execution Version SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEON THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Neon Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES H

Form of Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225330)).

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEON THERAPEUTICS, INC. Neon Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Neon Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of th

Form of Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225330)).

Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF NEON THERAPEUTICS, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may

2018 Stock Option and Incentive Plan and forms of award agreements thereunder

Exhibit 10.2 NEON THERAPEUTICS, INC. 2018 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Neon Therapeutics, Inc. 2018 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Neon Therapeutics, Inc. (the ?Company?) and its Subsi

NTGN / Neon Therapeutics, Inc. CORRESP

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 CONFIDENTIAL TREATMENT REQUESTED BY NEON THERAPEUTICS, INC. CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED

License Agreement by and between the Broad Institute, Inc. and the Registrant, dated as of November 13, 2015

Exhibit 10.7 CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH ?[***]?. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. License Agreement by and between The Broad Institute, Inc.and Neon T

2015 Stock Option and Grant Plan, as amended, and forms of award agreements thereunder

Exhibit 10.1 NEON THERAPEUTICS, INC. 2015 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Neon Therapeutics, Inc. 2015 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Neon Therapeutics, Inc., a Delaware corporation (includ

Offer Letter by and between Robert Ang and the Registrant, dated as of May 18, 2015

Exhibit 10.10 May 18, 2015 Robert Ang, M.D. 526 Sequoia Dr Los Altos, CA 94024 Re: Employment by Neon Therapeutics, Inc. Dear Robert: On behalf of Neon Therapeutics, Inc. (?Neon Therapeutics,? or the ?Company?), I am pleased to confirm our offer to employ you as Chief Business Officer. This letter sets forth the terms and conditions of your employment. In the role of Chief Business Officer, you wi

Lease by and between BMR-Sidney Research Campus LLC and the Registrant, dated as of January 21, 2016, as amended

Exhibit 10.13 LEASE by and between BMR-SIDNEY RESEARCH CAMPUS LLC, a Delaware limited liability company and NEON THERAPEUTICS, INC. a Delaware corporation APPROV BIOMED REALT BioMed Realty fonn dated 3/3/15 367l7.4) Table of Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. Lease of Premises. 1 Basic Lease Provisions. 2 Term

Offer Letter by and between Hugh O'Dowd and the Registrant, dated as of July 28, 2016

Exhibit 10.8 July 28, 2016 Hugh O?Dowd Re: Employment by Neon Therapeutics, Inc. Dear Hugh: On behalf of Neon Therapeutics, Inc. (?Neon Therapeutics,? or the ?Company?), I am pleased to confirm our offer to employ you as President and Chief Executive Officer. This letter sets forth the terms and conditions of your employment. 1. Position; Duties. In the role of President and Chief Executive Office

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Neon Securities Corporation Massachusetts

Second Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect

Exhibit 3.1 Execution Version SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEON THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Neon Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES H

Power of Attorney

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 31, 2018.

Offer Letter by and between Yasir B. Al-Wakeel and the Registrant, dated as of May 22, 2017

Exhibit 10.9 May 12, 2017 Mr. Yasir Al-Wakeel, BM BCh 132 Commonwealth Avenue, Apt. 9 Boston, MA 02116 Re: Offer of Employment Dear Yasir, Neon Therapeutics, Inc. (the ?Company?) is pleased to confirm its offer to employ you as Chief Financial Officer, reporting to Hugh O?Dowd, President and Chief Executive Officer, on the terms set forth herein. This offer is contingent upon a successful and posi

Offer Letter by and between Richard Gaynor and the Registrant, dated as of September 1, 2016

EX-10.11 10 a2235870zex-1011.htm EX-10.11 Exhibit 10.11 September 1, 2016 Richard Gaynor, M.D. Re: Employment by Neon Therapeutics, Inc. Dear Richard: On behalf of Neon Therapeutics, Inc. (“Neon Therapeutics,” or the “Company”), I am pleased to confirm our offer to employ you as President of Research and Development. This letter sets forth the terms and conditions of your employment. In the role o

By-laws of the Registrant, as currently in effect

Exhibit 3.3 BY-LAWS OF NEON THERAPEUTICS, INC. (the ?Corporation?) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeti

Amended and Restated Investors' Rights Agreement among the Registrant and certain of its stockholders, dated December 28, 2016

Exhibit 4.1 Execution Version NEON THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT DECEMBER 28, 2016 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indem

As confidentially submitted to the Securities and Exchange Commission on May 18, 2018, as Amendment No. 4 to the draft registration statement submitted on December 12, 2017. This draft registration statement has not been publicly filed with the Secur

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 18, 2018, as Amendment No.

NTGN / Neon Therapeutics, Inc. DRSLTR

May 18, 2018 Irene Paik Mary Beth Breslin Office of Healthcare and Insurance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

As confidentially submitted to the Securities and Exchange Commission on May 3, 2018, as Amendment No. 3 to the draft registration statement submitted on December 12, 2017. This draft registration statement has not been publicly filed with the Securi

Use these links to rapidly review the document TABLE OF CONTENTS NEON THERAPEUTICS, INC.

As confidentially submitted to the Securities and Exchange Commission on March 2, 2018, as Amendment No. 2 to the draft registration statement submitted on December 12, 2017. This draft registration statement has not been publicly filed with the Secu

Use these links to rapidly review the document TABLE OF CONTENTS NEON THERAPEUTICS, INC.

License Agreement by and between The Broad Institute, Inc.and Neon Therapeutics, Inc. November 13, 2015

Exhibit 10.6 CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. License Agreement by and between The Broad Institute, Inc.and Neon T

NTGN / Neon Therapeutics, Inc. DRSLTR

January 19, 2018 Irene Paik Mary Beth Breslin Office of Healthcare and Insurance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

As confidentially submitted to the Securities and Exchange Commission on January 19, 2018, as Amendment No. 1 to the draft registration statement submitted on December 12, 2017. This draft registration statement has not been publicly filed with the S

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NEON THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DECEMBER 28, 2016

EX-4.1 4 filename4.htm Exhibit 4.1 Execution Version NEON THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DECEMBER 28, 2016 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 10 2.7 Delay of Re

As confidentially submitted to the Securities and Exchange Commission on December 12, 2017. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential.

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SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NEON THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 Execution Version SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEON THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Neon Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES H

Jurisdiction of Incorporation

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Neon Securities Corporation Massachusetts

NEON THERAPEUTICS, INC. (the “Corporation”)

Exhibit 3.3 BY-LAWS OF NEON THERAPEUTICS, INC. (the “Corporation”) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeti

License Agreement by and between The Broad Institute, Inc.and Neon Therapeutics, Inc. November 13, 2015

Exhibit 10.6 CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. License Agreement by and between The Broad Institute, Inc.and Neon T

NEON THERAPEUTICS, INC. 2015 STOCK OPTION AND GRANT PLAN

Exhibit 10.1 NEON THERAPEUTICS, INC. 2015 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Neon Therapeutics, Inc. 2015 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Neon Therapeutics, Inc., a Delaware corporation (includ